What No One Tells You About Corporate Law
We have all heard of corporate law, but few people outside the profession know what corporate lawyers actually do day-to-day. In speaking with John Valley, a partner at Osler, Hoskin, & Harcourt LLP in Toronto, I learned the reality is much more varied, skill-intensive, and human-centered than I anticipated.
John started his legal education at Western University, in the joint JD-HBA program. He also studied abroad in the United Kingdom at the University of St Andrews and, after a couple of years of practice, at the University of Cambridge. He completed his L.L.M. at Cambridge in 2008, writing his dissertation on takeover bid defenses in Canada in light of U.S. and U.K. experiences. He then stayed on to pursue doctoral research on the corporate governance of mixed ownership enterprises involving government stakeholders. Today, he chairs Osler’s Corporate Governance and Shareholder Activism practices and advises boards and companies on governance, special situations, securities, and M&A matters, including some of the largest hostile transactions in Canadian history. From his path as a junior lawyer to his current role, John’s experience offers a personal view into what the work involves and what it takes to center your career around it. The views expressed below are John’s personal views, and not those of his firm.
What drew you to corporate law/why did you become a corporate lawyer?
“I was doing bus[iness] school at Western, and there was a joint HBA-LLB program that started, so I was the first year. I had always been interested in the law, but that reduced a barrier to entry for me. It was easier to jump in from where I was because it was integrated into the program I was doing.
That’s the more practical answer, but why did I get into the law more generally? [...] I was always interested in doing deals. […] Law, as I looked at it, gave me an opportunity to get into the heart of the deal earlier.
So I ended up choosing law [...] as a start[ing] point rather than going in and working as an analyst or working in a consulting shop, because I thought it was a chance to understand the paper, the dynamics of a negotiation, and see the deal all the way through from start to finish. [Also], because of the way that the articling requirements work, I figured I could article, practice for a couple years, and then jump ship and go be a banker or a consultant if I wanted to do that. But I figured I was less likely to put a couple years in at a bank or at a consulting shop and then jump back in and article. So from a sequencing perspective, starting with law made a lot more sense.
I also thought that law school, just as an education, from a critical thinking and intellectual curiosity perspective, would hold me in good stead over the course of my career. It is a very different system of education and way of thinking than what you get in business school. It teaches you a degree of critical thinking that even business case study work doesn’t quite cover, and that I thought would provide value, even if I didn’t end up practicing.”
What has your career pathway looked like, from junior lawyer to your current position?
“The way in Canada it works is, the big business law firms will hire some people for the summer after first year, a bigger class after second year, and then you go back and after about 10 months of articling, you write your bar admission course. The particulars [of the bar exam] vary from province to province in terms of what the process looks like. Then you [are] let loose on the world as a fully qualified lawyer and there’s a partnership track with law firms that are still set up as limited liability partnerships. Law society rules across the country don’t permit outside ownership in law firms, so the firms are owned by the equity partners of the firms.
You practice as an associate typically for somewhere between seven and nine years, and then you’d be considered for partnership. A lot of firms will have as an initial stage, what they’d call income partnerships, so you get the title and you get a lot of the benefits of being a partner, but you’re not an equity partner, you don’t have to put money into the firm. Then, [depending on the firm], after a couple of years as an income partner, you would be considered for equity partnership.
That’s where I sit today, but from associate all the way up to partner, you’ve got responsibility. Yes, for being an excellent lawyer and thinking about how to solve legal problems and provide business-critical and practice advice and helping the clients address business issues, but you’re also thinking, particularly as you progress and get to be more senior, you’re thinking about how do I build the relationships? How do I generate business? Whether that's from existing clients, or how do I identify new clients and bring those relationships into my practice? Into the firm?
So there’s almost a sales component and a marketing component to the job that I think a lot of people don’t realize is there. Even as a first-year associate, you’re marketing yourself internally. It’s thinking, do you want people to want to work with you? So you think about what you can do to make yourself more attractive in a value proposition for people to work with you internally, and over time that shifts. What I do day-to-day is working with clients to help them solve problems. But I’m also thinking about how I contribute to building the business and building the platform. Firm governance is a big part of my own personal day-to-day.”
What were your responsibilities as a junior lawyer? What do they look like now?
“It’s interesting because that has changed a lot since when I was a junior lawyer, and it’s continuing to change through the use of AI. So it is very dynamic and it will continue to be for the foreseeable future. But things have definitely changed. The use of technology means that a lot of the more administrative work that I did as an articling student, as a more junior lawyer, now gets done by the technology. So that’s a win, because what it does is it lets people start to think about the legal issues and start engaging more frequently with the substance at an earlier stage. It has and will continue to require firms to think differently about how they train and develop junior lawyers, because things are evolving.
But what are you doing as a junior lawyer now? You know, thinking about the people that I work with, you are helping to draft documents, you’re researching and thinking about issues. We [could] get a question from a client saying, ‘can we, from a business perspective, do this? Or how do we do it? What are the options, what are the risks?’ So you’re helping break down parts of that question and go away and think about solutions and what the law requires, what have others done in similar situations, and helping craft a solution that is delivered to the client.
Your responsibilities as a junior lawyer are essentially the building blocks of what you end up doing later in your career. As a partner on the file, I’m thinking about the client’s whole business, how this problem fits into their business and different solutions that will help achieve broader business goals. But what you’re doing as a more junior lawyer is helping to create some of the building blocks for providing that advice. So on day one you may not be answering the whole question, but you’re helping to answer a part of it and building the skills you’ll need as you progress.
And over time, and as you build trust and experience, you start to help put those building blocks and ideas together and to see how the whole picture fits together. What’s the answer, how do I communicate that to the client, and how do I do that in a way that helps them address the business issue they have or the problem they’re trying to solve?”
How do those responsibilities (in corporate governance) differ from other specializations of corporate law (i.e. M&A, in-house counsel, capital markets, etc.)?
“Corporate law is a pretty broad practice, and the practice definitely varies. In my practice, I work a lot with boards and senior management teams thinking about how decisions get made in the organization, how information flows, and how things get communicated internally and externally to stakeholders.
A lot of what I do now is special situations – helping clients prepare for and respond to unexpected developments. A big part of that is shareholder activism, so disputes among shareholders, [both for] public companies and private companies. That involves a lot of very technical corporate law. You need to know what the rules allow, what you can do, who you can talk to, what you can say, but it's also highly strategic. Thinking about some of the objectives, how we achieve them, how the market is going to react, for example. Part of what I love about what I do is there is a lot of law, of course, but there’s also a lot of time spent thinking about those broader business and strategic issues and how to help weave all of the pieces together and create a solution that the client can take and consider, and together with the various members of the advisory group, act on.”
Is there a specialization within corporate law you considered but didn't pursue? Why?
“No – but what I started doing is very different from what I do today. I was an M&A lawyer for the first 15 or so years of my practice. I started out and I focused on contested public M&A transactions. I got into private equity. I did a lot of private equity-related M&A. I still do some M&A, but my time now is largely focused on the governance and special situations work we talked about earlier. But having that broad base provides exposure and experiences that give you a platform to build from. ”
What skills matter most day-to-day that people don’t expect? Do you think the importance of these skills will change in upcoming years because of AI?
“I think people often underestimate the importance of building relationships and trust. You build business in many respects by first building trust. That can happen in a lot of different ways. The technical expertise most people think of is important, but being able to translate that expertise into practical business advice is a different skill and one that is harder to master.
AI will change a lot of things, but for the foreseeable future, I don’t think it will change that.
I actually see AI as providing opportunity for those who adopt it successfully because what it doesn’t do – though never say never given how quickly things are changing – and what I think what will be very hard for the technology to do is to take the inputs and make decisions that account for the circumstances, the relationships and the bigger-picture strategic implications. At the end of the day, people are going to have to be willing to put their name behind a particular decision, and in that situation, what’s never going to change and is much harder to generate with AI, is trust.
Lawyers who are able to leverage the technology but also have the relationships and the judgement to build and earn that trust from their clients, I think, are the people that will continue to thrive. Looking to junior lawyers, AI is a great opportunity because what we will see, and what I’m already seeing, is junior lawyers having the bandwidth to engage and exercising judgement much earlier than they were able to before. So what that means is [because] they’re able to do that, it cascades upwards – the more senior associate above them now has bandwidth to think more strategically and start to put the building blocks together across a broader spectrum of the issues. [...] and what that ends up meaning for me is now I have additional time to think more deeply about some of the broader strategic issues and impacts at the file level, to horizon scan for the next development our clients may need to consider or opportunity to build relationships, train the next generation and to continue to build the business and the firm.”
What is the biggest misconception about the job that you often correct?
“It goes one of two ways. Some people think what I do must be like “Suits”. Others think as a corporate lawyer you live with your head in a contract. Neither is accurate – while it’s never as glamorous as on TV, whether it's M&A or what I do now, a lot of it is about the human element. It’s relationship dynamics, it’s managing and marshalling information and arguments about what the right outcome is, and so there is a much broader skill set and it's much more human-driven than I think a lot of people realize. Negotiations are often not won or lost solely on the weight of technical arguments, although that certainly helps, but it’s how persuasive you can be and how effectively you can solve the commercial or other issues that the parties are trying to wrestle with. So that awareness and the adeptness and the ability to think about the human element and the relationship dynamics is a big part of what we do.”
What advice would you give someone considering this path today?
“Talk to people who are practicing. Understand what they do and where they see opportunities and risks, benefits and costs. And explore why they enjoy what they do. I’d also break it down in chunks. You don’t have to commit to practicing law forever to get value out of law school, but be clear about why you would do it and what you want out of it. You can then ask what practicing law – even if only for a few years – might provide compared to other options. What do I get to see? Who do I get to meet? What experiences do I get to have that I wouldn’t get doing other things? I think there are opportunities because of the breadth of what we do and how far inside the organization we often work, in terms of making important business decisions and being there to provide advice. I obviously come at this from a corporate law perspective, but being a corporate lawyer and starting in the first couple of years, you get to see some of those inner workings in a unique way, because you’re often sitting on the inside looking out at some of the key decisions and helping to shape the way those decisions are made.
But most of all, be curious, be thoughtful, and be interested in what you do.”
Comments